Adage Discloses 8.5% Stake — 4,589,000 Shares in Fulcrum (FULC)

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports shared beneficial ownership of 4,589,000 shares of Fulcrum Therapeutics common stock, representing 8.50% of the class based on 53,979,306 shares outstanding.

Rhea-AI Filing Summary

Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports shared beneficial ownership of 4,589,000 shares of Fulcrum Therapeutics common stock, representing 8.50% of the class based on 53,979,306 shares outstanding. The shares are held directly by Adage Capital Partners, L.P., with Adage acting as investment manager and Messrs. Atchinson and Gross identified as managing members of the related entities.

The filing shows no sole voting or dispositive power; all voting and disposition power is reported as shared. The reporting persons certify the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

• Material institutional stake disclosed: Adage beneficially owns 4,589,000 shares, representing 8.50% of Fulcrum's outstanding common stock.
• Holdings held via established entity: Shares are held directly by Adage Capital Partners, L.P., indicating institutional involvement and reporting transparency.

Negative

• No sole voting or dispositive power: The filing reports 0 shares of sole voting power and dispositive power; all power is shared, limiting unilateral influence.
• Declared passive intent: The reporting persons certify the shares are held in the ordinary course and not to change or influence control, reducing the likelihood of near-term activist initiatives.

Insights

Financial Analyst

Adage reports a material passive stake of 8.5% in Fulcrum, a significant institutional holding but presented as non-activist.

The Schedule 13G discloses a 4,589,000 share position representing 8.50% of the outstanding common stock (based on 53,979,306 shares). That level exceeds the 5% disclosure threshold and is therefore materially relevant to shareholder composition. The filing indicates shared voting and dispositive power and a certification the stake is held in the ordinary course and not to influence control, which aligns with a passive institutional investor profile rather than an active or activist position.

Corporate Governance Expert

Shared voting power and a 13G filing signal limited governance pressure now; material influence exists but no declared intent to pursue control.

From a governance perspective, a disclosed 8.50% holder can attract management attention and may qualify as a key institutional owner, yet the absence of sole voting or dispositive power and the explicit certification that the stake is not intended to change control point to a non-confrontational posture. Unless future filings or communications indicate activist intent, immediate governance risk or change is limited.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Fulcrum (FULC) shares does Adage Capital disclose owning?

Adage Capital discloses beneficial ownership of 4,589,000 shares of Fulcrum common stock.

What percentage of Fulcrum does that stake represent?

The position represents 8.50% of the outstanding common stock based on 53,979,306 shares outstanding.

Does Adage have sole voting or dispositive power over these shares?

No. The filing reports 0 shares of sole voting or sole dispositive power; all voting and dispositive power is shared.

Are the shares held directly or on behalf of another entity?

The shares are reported as directly held by Adage Capital Partners, L.P., with Adage Capital Management serving as investment manager.

Does the filing indicate an intent to influence control of Fulcrum?

The reporting persons certify the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who are the individual reporting persons named in the filing?

The filing names Robert Atchinson and Phillip Gross as reporting persons and managing members of the related Adage entities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2025 - 09:01 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Fulcrum Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

359616109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 359616109

1

Names of Reporting Persons

Adage Capital Management, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,589,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,589,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,589,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.50 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 359616109

1

Names of Reporting Persons

Robert Atchinson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,589,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,589,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,589,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.50 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 359616109

1

Names of Reporting Persons

Phillip Gross

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,589,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,589,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,589,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.50 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fulcrum Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 26 Lansdowne Street, Cambridge, MA 02139
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock") of Fulcrum Therapeutics, Inc., a Delaware corporation (the "Company") directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 359616109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 53,979,306 shares of Common Stock outstanding as of April 24, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on May 1, 2025.
(b)	Percent of class: 8.50%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a).
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2025

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2025

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2025